Peter Parker
by ForTheLore
Summary: 5 1: Five times Spiderman is the hero, plus the one time Peter Parker is the hero.
1. Chapter 1

**Chapter One: May**

May's day had been a hectic mess from the very beginning.

Her alarm had failed to go off, but her nephew had been a sweet heart and woke her up on time anyway. She had floundered to get up and dressed for work. Breakfast hadn't even been a thought as she stepped down into the subway just in time to get on the train.

Actual work hadn't been any better.

Upon her arrival, a patient had coded. She typed her numbers into the time clock and raced to grab a crash cart.

And of course it was Mrs. Stalinski; an elderly woman who had been sick for quite some time. She had never had a single visitor, but had grown on May. In all of her free time, she would sneak in to see the old woman and make sure she was comfortable. She, as any nurse should, had gone above and beyond to make sure everything went well for the woman. And in return, Mrs. Stalinski told her stories from the early thirties. She had survived World War II; she had been a German nurse that had gone against Hitler. She had to sneak onto an out bound ship in an Italian port in order to get to safety in America.

The doctor and nurses on scene had done all that they could, but the elderly woman couldn't be resuscitated.

May had to excuse herself and sneak off to one of the equipment closets in order to get herself back together.

Of course this was all something she would keep from Peter. When he'd ask, and he would without a doubt, how her day was, she would tell him that it was great! Everything at work was going just how she wanted, even if she was just extra tired. She would never tell her nephew about all of the death and negativity she faced on a daily basis as a nurse.

"May, you need to go on break!" Becca, the head nurse and team lead, called from the station. Her greying brown hair was tugged back into a tight ponytail, but the warmth and worry that radiated from her eyes told a different story. On the outside, Becca made sure that everyone thought she was a not shit taking lead. But when someone actually took the time to get to know her, they would find that Becca was a very kind and caring person. She had just had a hard life, and it showed.

"You sure? It's five to one tonight..." May worried her lip as she glanced down at the charts that were in her bucket. One of the other nurses would have to cover at least two of her rounds if she left the hospital. But her stomach was growling and the deli up the street was definitely calling her name. And besides, she could use some time away from the hospital and everything it held. It would be nice to get out and have lunch away from all of the sick and dying people.

Hell, she could even call Peter and have him meet her at one of the restaurants. It was a Saturday after all, and they never really got to eat out too often. But she still had a bit of extra money in the bank, and payday was just around the corner.

Deciding it was a good idea, she pulled out her phone and hit Peter's name. It rang three times before the familiar voice entered through the reciever.

"Hey May!" Explosions sounded off in the background, and for just a moment panic overtook May. Was Peter out fighting right now? Had he taken the time to answer her even if he was being attacked? She would kill Tony if he was the one who had a 'mission' for her baby boy! "Ned! Ned! Hit pause man!"

A sigh of relief escaped her. Nope. He was just watching Star Wars with his best friend. Some days, she was grateful that her nephew was such a big nerd. It had really been a blessing when he was growing up.

"Wanna meet me for lunch? Mr. Delmar's?" She knew Peter would never say no to his favorite sandwhicheria. Since he was a toddler, he had always enjoyed the atmosphere, and the flavors were always on par. May recalled the first time that the kid had asked for the bred extra flat. Mr. Delmar had looked as if he had been asked to crush the world, and Peter had giggled. All of his resolve to keep a mean face with the kid had dissipated in that instant.

"Sure! Can Ned come with us? He said he's got money for his own!" Peter hummed distractedly. There was a pause where May listened to the background. With a gasp of breath, she heard both boy whisper the one line that the franchise was most famous for. "Luke...I am your father." Then both boys yelped with adamant surprise when Luke screamed. May had the scene memorized from how many times Peter had begged to watch it on the t.v.

"Sure sweety," May rolled her eyes softly. Her fondness for her nerdy nephew could never be outdone. If there was a title for King of the Nerds, she wouldn't be surprised if either of the boys took the crown. "I'll see you there in five!" May smiled as she rushed out of the elevator. Just outside, and down a little ways, May spotted the notable red flashes of an ambulance light in the emergency bay. It would be a busy night for everyone.

"May!" Peter grinned rushing over and throwing his lanky arms around her. May adored hugs from her nephew. When he was a child, that was his way of seeking comfort. He would come waddling to her with tears in her eyes while pointing at the door; he was asking when his parents were coming home. May would bite her lip and open her arms for him while squatting down. He'd walk over and lean into her hug, but he never hug her back. He wouldn't hug her back until he was six.

"Hey Petey, Ned! You're looking good hon!" She winked at the shorter boy. Ned flushed a bit, as he always did. Peter simply rolled his eyes and leaned into her lightly.

"Hey Mr. Delmar!" Peter called leaning on the counter. From just under his jacket sleeve, May noted the red fabric with black lines. He had his suit on under his clothes.

"Hey kid!" The older man rolled his eyes as Peter slapped some candy and a bag of chips on the counter while ordering his sandwich. "You ruin what it means to eat a sandwich...you know that right?" The man arched his brow before falling into chuckles as Peter waved him off with a witty remark and turned his attention to the cat. "Hey Ned!" Delmar smiled at the shorter boy before turning to May with a slight blush. She knew the man had a crush on her—hell half of Queens seemed to have some kind of a crush on her. But he had a wife and children at home, so he would never act. "Hi, May. What can I get for you today?"

"My usual," May smiled before easing herself into one of the booths located towards the window front of the small shop. The boys chattered as they moved about the lively shop. May smiled warmly watching them.

"Can do!" Mr. Delmar hummed as he rushed into the back in order to help his assistant.

"Come sit down, boys!" May called after the boys had managed to push themselves in front of an old game—Pacman. Peter used to cry until he could come down with Ned and put his fifty cents into the machine and play a few rounds. Even in their teens, the duo glanced longingly back at the machine before making their way over to the table. "You can each play after you eat."

"You always say that," Peter pouted a bit before ducking down laughing. May rolled her eyes good naturedly. Her nephew really was what kept her going. His personality was her sun, and she would gladly revolve around him.

"And I've always stuck to it. I'll give you each a dollar. But only after you eat!" May hummed softly as if challenging Peter. The teen hummed as if he had to think about it before grinning and nodding. He was too good for her, really he was.

Lunch was over before the nurse knew it. And with a heavy sigh, and hugged her nephew and pecked his cheek before making her way down the sidewalk. She knew he was watching her, and would probably climb up the nearest wall and follow her. He was her guardian angel; too good for the world he was birthed to.

And typically, her return to work didn't include incident. But, New York was full of surprises. Especially, for a single very attractive woman walking back to work at dusk.

May was not thoroughly surprised when she was grabbed and tugged into a dark alley. A hand planted itself over her mouth. In a situation like this, May knew not to panic. After all, that was something that the mugger could use against her. He could grab her arm, and in her panic, her muscles would go into overdrive with the adrenaline. Then, just seconds into it, while the man still had a grip on her, she would exhaust and succumb.

May had never been more grateful for the crash course in self defense. Tony Stark had insisted on paying for it. She would have to send him some chocolates as a thank you.

"Keep quiet, and gimme your purse." The man growled into her ear. The voice was strained, and cracking. The stench that manged to worm its way up her nose almost made her gag.

He was homeless. And probably a crack head.

The most unpredictable of villains.

Her jaw clenched tightly as she kept her lips sealed. It was always best to do what they wanted, but the panic in her chest wasn't lessened by any means. She had heard from many of her co-workers that they carried pepper spray—even though it was illegal to posses on hospital grounds. They had urged her to get a small canister for herself. She kept promising, but May honestly didn't even know where she would find such a thing.

She certainly wished she had taken the time to ask them now.

"Hey!" Peter's voice called down from above. May's sun was back. He was shining his rays right down on her, and never had she been so thankful that he had a mask. "I uh...I don't think she likes you touching her."

The man screeched dramatically, shoving May away as if she had been the one to attack him. The woman stumbled forward, tripping over her self as she fell to the ground. Her hands suffered a scrape, but it was definitely the better of another option.

"Pe-Spiderman!" May gasped in relief. There, in all of his uniformed glory, stood Spiderman, local vigilante. A hero after May's own heart. Even though she knew her nephew could hold his own, and easily, the thought of the man hurting him sent her anxiety into overdrive. "Spiderman, you have to get out of here! He's high. He's unpredictable!"

"It's okay, ma'am." Spiderman seemed to smile through that god forsaken mask. Had she not known who was behind it, she would have been assured that he wouldn't be hurt. She would have tucked her tail and rushed out of the alley and back towards the hospital. She would have been safer that way.

But Spiderman was Peter. Spiderman was her nephew, and May Parker would be a damned woman before she let her nephew get hurt trying to protect her. So, she didn't run. She stumbled to her feet, lips pursed in motherly desperation as the man leapt at her boy.

"Spiderman, I'm serious!" May put on her best 'I am your mother, and you will listen' voice.

Peter didn't listen to her though. He never had listened to that voice.

It had all happened in a flash. The man had launched himself onto her nephew's back, causing the younger man to lose his balance and stumble into a wall. Of course, he had lucked up and all of his weight had gone into turning into the mugger—so that he was the one that was injured at not Spiderman.

May wanted to scream when the enraged addict threw a knee into her nephew's back. A sickening crack had resounded, and the grunt that Peter had let out would stick with her for the next few weeks.

"Spiderman!" May screeched anxiously as she looked back out towards the alley entrance. She would run and get help, but it was as if her feet were glued to the spot. Because, what if she left and the man hurt Peter? What if the man had a weapon hidden on him somewhere and he used it on Peter and then hunted her down while her boy was bleeding out?

She would **murder** Tony Stark for introducing her boy this lifestyle.

"May!" Ned called form the entrance waving his arms wildly. "C'mon! Spiderman can take care of him!"

May bit her lip, throwing a glance over her shoulder before she raced towards the larger boy. Her hands trembled as she threw her arms around his shoulders.

"W-we need to call the cops," May whispered as she did her best to ignore the scuffle of the fight behind her.

"Already did! Karen usually alerts them after Pe-Spidey, webs them up!" Ned hummed as if it was nothing. Then again, he was probably more used to this type of thing than she was. He had been there for Peter since the beginning. He was her nephew's 'guy in the chair'.

There was a loud grunt and whine from the darkened alley, before Spidey jogged out panting. He doubled over gasping a bit, his chest was heaving, but it looked like he couldn't pull any air in.

"You okay Spidey? Do we need to call Tony?" Ned worried placing a hand on his friend's back.

"Fine," Pete whispered wheezily. "Just...Got the breath knocked out of me...He had a **really** hard head."

May stared at the prone form of her nephew before throwing her head back a bit in shaky laughter. Of course.

Of course he would be the one to get hurt because someone had thrown their head into his abdomen. Of course, he would be beaten up for her. Of course, she laughed because she wanted to hide how shaken up she was and how worried she had been.

But lucky for her, Spiderman could see right through it, and he threw his arms around her and pulled her to his chest. She listened to his heart thumping in his chest as she brought herself down from the adrenaline rush.

"You are so grounded," She hiccuped pulling back a bit. Her cheeks were flushed with unshed tears, and she couldn't see his face behind the mask, but she knew he was smiling and rolling his eyes.

Spiderman was okay.

Spiderman wasn't hurt.

And it was a huge relief.


	2. Chapter 2

**Chapter Two**

Ned sighed as he entered the school's gates. He could already tell, just by the gray clouds that loomed over New York, that today was going to be miserable. Hell, he probably knew before his alarm had even gone off because of the way that Peter had acted the day before. With his new found powers, his best friend had an outstanding ability to read the weather and days and guess how they were going to go.

That was probably why the brunette was sulking outside on the steps. His face contorted with worry, and his thin hands linked under his chin. His mind was obviously off somewhere far away, and it would be up to Ned to bring him back to earth before class. And that was if he didn't lose him again on his way in to class.

"Peter!" The larger boy chirped excitedly as he settled himself beside his friend. Peter jumped a bit glancing up as if he hadn't been expecting the larger boy to sit next to him. Ned sighed softly glancing him over and pursing his lips. "Everything okay? You seem..." He motioned to Peter with a flap of his hand. "Down?"

"Fine," Peter smiled tightly. His posture said he was anything but, however, Ned wasn't going to force him to tell him. That wasn't the way to get Peter to open; something Ned had learned many years ago. He had learned it again when Ben died, and it was a lesson he wouldn't forget. When he had begged Peter to open up to him, the brunette simply shut down more, and Ned had no doubt it was because of his parents and the loss that he had suffered long before he knew his best friend.

"Alright..." Ned sighed softly glancing every so often at his friend. The minutes passed by with awkward silence; not exactly common, but not uncommon either. It was always there on the worst of days—the days where Peter's senses were so high strung that just the whispers across the court yard sent him flinching. Ned tugged out his headphones, and after making sure they were disconnected from his cellphone, handed them to his friend. Peter glanced up softly, a look of grateful relief spread across his features.

"You're the best," He mumbled softly rubbing a hand over his face. A small smile worked its way to his mouth as he tugged the headphones on and tucked the wire inside of his shirt. His shoulders drooped forward in relief as he rested his head on his friends shoulder.

"I know," Ned chuckled letting the brunette rest until the bell run and alerted them to the start of school. "C'mon! You can't be late to class again, or your Aunt is going to lay out Tony Stark. And as amusing as I would find it, I don't think Tony would let you live that down for a while."

Peter simply nodded with a warm smile before following him into the school. Students bumped into them in their rush to their own classes without so much as a passing apology. It was weighing heavily on the taller of the two boys, but Ned did his best to ground the boy to the now.

Hell, after dropping Peter off at his first class, he had messaged Happy to let him know.

Of course, there was no reply. Ned had always been met with only silence from Tony Stark and his head of security. He wasn't as important as Peter was; and even then it was only Peter sometimes. Tony preferred Spiderman to Peter, and Ned knows Peter noticed it.

There had been a week where Ned had to deal with the taller, and slightly older boy, moping around dramatically. It was right after the whole Vulture ordeal, and Peter was having a hard time coping. He had gone to May about it, but she had been upset herself and probably didn't handle it the best. She adored his antics now, but back then…

And Peter hadn't really heard too much from Mr. Stark. That had hurt the boy tremendously, even if he wasn't bound to admit it.

Ned was obsessed with Peter's life.

Because if he wasn't, then who would be?

It wasn't like Ned didn't have some pretty amazing things going on in his own life. He did. He actually had a date coming up with Natalie—a girl he had met online that went to school in Brooklyn. They had gotten quite close, contacting each other over text message and messenger when necessary. She had initially approached him after reading a few of his blog pieces about Spiderman.

Apparently, Peter had saved her several days beforehand. She had been at a party, and it had gone south really quick when a local band of thugs had broken into the party and started to drug people up. Not exactly new for her area, she had stated. But Spiderman had been just around the corner when she was drug out and dropped on the sidewalk of the apartment building.

It had all happened so fast, she said, that she didn't really get a chance to thank him. Ned had contacted her back pretty quick saying that he had an in, because Peter worked for Tony Stark in an internship and could send the hero her thanks. It had even brightened Peter's day when he had brought it up.

That was what Ned had lived for.

To see that spark that belonged in Peter's eye light up at the mere mention of his escapades actually helping someone. It was knowing that Ned was a part of it all; a part of the greater good, and that it needed him.

But in this situation…

"Get down!" Spiderman hissed as a silver claw crashed through the school's street-ward facing wall. Students screamed as they scrambled to move out of the way of the maniac that controlled the eight legged machine. "Hey! Doc Ock! You're as bad an aim as you are a scientist!"

Divert his attention. Ned had seen his hero use this tactic before. It was a last ditch effort to stave off anyone else from getting hurt. If the enemy had Peter in his sights, then why would he reach for anyone else? Spiderman always made sure that no one else got hurt.

"Spiderman!" Ned yelped as he watched the maniac turn on his friend, a malicious grin coated his face.

"Am I? I've just proven a theory of mine correct, Spiderman." The scientist stood up straighter, his bad haircut swaying in the breeze of the oncoming storm.

All color drained from Ned's face as the first wave of thunder crashed through the cafeteria. Spiderman visibly flinched as the students raced about him, pushing and shoving to get through to the relative safety of the hallway. There was no way Spiderman could save them if he was having an attack.

"Get out of here Spiderman!" Ned raced along the wall, his hand trailing along the dust and debris that riddled its now crackled paint. "It's a tra-" Ned never got to finish the sentence. A clawed hand reached out and grasped him violently by his shoulder. Pain seared through his arm as he was thrown across the cafeteria. He expected to slam into a table and skid across the ground; probably suffer from a broken rib or two. But his blow was softened by a hard body that took the brunt of the force.

Spiderman had caught him.

Spiderman had saved his life once again.

"Ned," Peter hissed beneath his mask. A small amount of pain laced his voice, and caused it to go up an octave. "You have to get everyone out of here. I'm going to lead him to the stage, trap him behind the prop curtain."

"Got it," Ned pursed his lips turning to his best friend. "Are you okay though? Your shoulder..."

"Advanced healing," Peter rotated his shoulder doing his best, Ned noticed, to hide the grimace of pain that coated his face under the mask.

"Call Mr. Stark," Ned pursed his lips glancing behind him at the man that had destroyed the wall. He was looking for something; his rabid eyes darting back and forth. "I don't like this...It's like the Vulture all over again."

"I've got it," Spiderman smiled placing a firm grip on his shoulder. "Let me deal with him, you deal with getting everyone else out of here, yea?"

Ned sighed, his chest heaving a bit in defeat. He didn't want to leave Spiderman alone with the man, but he wasn't really given a choice. His hands itched to reach into his back pocket and send Happy a message—maybe if he made it sound urgent enough it would get to Tony Stark.

But that wasn't going to happen. Ned would have to help him as much as he could until the police arrived.

"Okay," Ned hummed pursing his lips with a new resolve. "Right," He glanced around at the crowd ahead of him. Students were huddling together into corners where one or two of the metal arms were getting dangerously close.

"Watcha looking for Doc?" Spidey swung from the high roof of the cafeteria. His webs left dangling and blowing in the tunnel of wind that was blowing dust and small bits of debris around.

Ned blocked out whatever Spiderman was saying as he climbed over fallen chunks of plaster and metal that had held up the ceiling. Every couple of seconds, he would throw a glance over his shoulder, just to make sure that the hero was doing okay and didn't need any emergency help. Luckily, the arachnid seemed to be handling himself rather well. Better than he had when he was against the Vulture at least.

"Hey!" He whispered loudly to the group of scared and awed students. One of them, and only one, glanced towards the boy struggling to climb over the rubble. Ned stumbled slightly, scraping his palm against some of the cement. He glanced at his hand warily, but continued. A little scrape would never stop Spiderman—speaking of. He glanced back over his shoulder momentarily only to catch a glance of the hero being slammed across the cafeteria. "Spiderman!" Ned paled as the hero crashed into the wall opposite of him. Glass in the windows shattered, spilling out across the linoleum tile.

"Ned!" MJ's voice called from the crowd of students in front of him. "Get over here!" She waved her hands at him throwing anxious glances towards Doc Ock—as Peter had named him.

Ned nodded quietly, pushing himself to move forward. He had to trust that Peter had it all under control. He could get the man with the arms to give in, and that would be that. Everything would be okay. He would call and talk to Peter about it later tonight, to come up with a cover plan as to why he wasn't in the area. Everyone knew the two had lunch together, and it was unlikely for one to be in the area without the other.

But Peter had to live long enough to see to that.

Ned reached out, grabbing MJ's hand.

"We have to get out. He's got a plan...but..." He glanced back over his shoulder anxiously. Peter was starting to wobble, but the way that his muscles flexed under the suit, Ned could see it was all a facade. He was luring the enemy closer. He was trapping him like a bug in his web. A small grin broke over Ned's face as he tugged the brunette girl along with him. The rest of the students seemed to snap out of their terrified daze, and they made to follow them.

"Is everything going to be okay?" MJ flinched only slightly as the wall beside her imploded into the hall way, effectively cutting off their open escape route. Ned glanced around, doing his best to keep his head forward, so as not to allude to his worry behind him.

"I think so...Spiderman can fend for himself, but he can't do that with all of us still in the school." He glanced back at the crowd of students that were still stumbling through the ruins. "We need to get out of here so he can really fight the guy."

MJ nodded pursing her lips together before barking orders over her shoulder.

"What is going on?" A deep voice interrupted the chattering anxiety. It was familiar, and comforting.

Ned glanced up into the face plate of one Iron Man.

"M-Mr..Iron Man," Ned felt like he could almost collapse. The adrenaline that had kept him going, seemed to dissipate immediately. His knees wobbled beneath his weight, and, had it not been for MJ, he surely would have collapsed on the spot. "Pe-Spiderman...cafeteria!"

"Right. Thanks Ted...Get uh...Get Peter, and I'll go clean up with Spiderman." Tony Hummed behind his mask as he dialed Happy on the com inside of his mask. He would have the other man pull around to the front for a quick escape once he 'rescued' Peter from whoever thought it was a good idea to attack some high school.

"I don't...Peter went missing in the explosion. But I'll keep an eye out." Ned nodded quickly, head bobbing almost like one of the novelty toys that Peter had collected of the Avengers at the tower.

"Good." Tony nodded lightly, before firing his thrusters and heading towards the broken down cafeteria.

"C'mon Ned," MJ whispered watching the suit disappear into the dwindling smoke of the collapsed building.


	3. Chapter 3

**Chapter 3: Tony**

"Hey kid," Tony hummed as he rushed about his lab. Metal clinked against each other as he pushed circuit boards to the side, and as nuts and bolts fell to the floor. But the brunette paid them no mind as he focused his attention to the phone. "I need you to pick up now. I did NOT give you the new Stark Phone for you to forward me to voice mail. Not. Allowed. That's the adult talking by the way."

Still no answer came. Tony sighed, rolling his eyes and hung up for the third time in fifteen minutes. The kid was so going to get it when he got there. He was already two hours late, and NO BODY is late to a meeting with Tony Stark. Absolutely not. Completely unacceptable. Tony was the one that was late, never anyone else. That was not how this works.

"Alright Dum-E..."Tony groaned slipping into the soft leather chair that formed perfectly around his body. It was, perhaps, a sign that the genius spent far too much time in said chair, but he wasn't planning to stop today. "I'll give him five minutes..." He leaned his head back into the rest of the chair and grunted resting his eyes.

Exactly three minutes and fifteen seconds later, he reached out for his phone. His thumb hit the second speed dial number, and he waited as the phone rang once more. He swore up and down that if Peter didn't answer this time, then he was going to have FRIDAY run a scan through Karen, because if the kid was out in the suit and not answering...well...Could he even ground the teenager? He was sure he could if he called May first.

"Hello?" Peter grunted finally answering. His voice was muffled and exhausted sounding. "Mr. Stark? Wassup?"

"What's up? Peter, you were supposed to be here like two hours ago..." Tony scolded annoyed. He almost crossed his arms over his chest like a child, but he was the adult right now. "I called you like five times! Why didn't you answer? Do I need to have FRIDAY scan you?"

"Mr. Stark," Peter groaned softly, his end of the line crackled a moment as the teenager began to sit up. "I've been here for like two and a half hours. I was waiting on you to let me into the lab but you didn't...so I.." The teenager yawned heavily into the reciever. "So I took a nap."

"I...you've...what?" Tony huffed crossing his arms over his chest. Okay, that was enough adulting for one day. "What do you mean you've been waiting? FRIDAY never told me you were here!"

"Actually," The british voice cut through the echoing lab efficiently. "I did...three times in fact. But you were far too invested in your latest invention. You told me to leave you alone and only alert you for an emergency."

"I...what?"

"She's right," Peter hummed through the phone. He was all too smug about the situation. "I even knocked."

"I...Whatever! Get your little webby self down here! We're already behind!" Tony Stark was infamous for many things, his ego being one of them. And so, he would be damned to admit he was wrong about something. Peter, however, was not above gloating, and he did so the entire way up to Tony's lab.

Tony, however, had managed to zone out and ignore the teenager for the most part, bantering at appropriate moments, but forcing his focus back to the task that was under way. His fingers moved deftly, and swiftly across the wiring board that Tony had connected to the hologram before him. He glanced up every so often to check the coding that scanned and scattered across the screen.

"Mr. Stark?" Peter popped up beside him, his eyes still red rimmed from the sleep that buried itself in the corner of his eyes.

"What, Peter?" Tony hummed keep his focus. He could hear the exhaustion in the teenagers face, but even still it didn't really register with his mind. His focus was all on the circuit board in front of him and the coding error that had showed up on Karen's database at some point during the past few days. It had been on his radar ever since, and using the kid's visit as a buffer, Tony meant to spend time fixing it.

"Do I uh..." He yawned heavily dragging a hand across his eyes groggily. "Does the air smell a bit funny to you?" He sniffed the air cautiously glancing around. His pupils had, at some point, blown to nearly three times their size, and the glossy effect was slightly alarming. But the kid had only recently woke up from an impromptu nap.

"No," Tony frowned straightening up, allowing himself to drop the chip board. "FRIDAY, anything leaking in here?"

"No signs of Stark Industry equipment leaking, boss. But there is-"

"There ya go, kiddo." Tony hummed waving the arachnid off with a flourish of his wrist. "FRIDAY says the area is clean and leak free. Maybe you should just go and sleep it off, yea?" Tony turned pushing the magnifying goggles off his nose, instead resting them atop his head. "You been sleeping okay?"

"Perfectly fine, Mr. Stark," Peter sighed dragging his hand over his face for the umpteenth time in ten minutes. Tony pursed his lips and arched his brow, ensuring he was wearing his most 'try again' face. Peter grimaced at the lack of luster behind his lie, but ultimately, his shoulders sagged and he lurched forward throwing his head into his hands. "Sorry Mr. Stark. That's a lie..." He brushed one hand up to ruffle his own hair.

"What's been going on kid?" Tony sat beside his intern leaning back on his hands. "I can't help if I don't know what's going on."

"It's Spiderman," The kid whispered quietly keeping his head down. His eyes scrunched close as he lurched forward again. "The senses and such...I've got a new one," He whispered, fingers digging into his scalp until they turned white under the strain. "I can't shut it off though. It's like… I know something is wrong. I feel it. Like I'm on edge **all** the time."

"You're stressed." Tony nodded quietly watching the young man beside him. "Spiderman is….he's part of you. It's not like you can turn him on and off. You're safe here kid. Go get some rest, you've had a rough month." The genius went to place his hand on Peter's shoulder, but pulled back at the last moment deciding it wasn't his place to do so.

He wasn't Peter's guardian, or father. There was no reason for him to be the one to comfort the boy when he felt like he was losing. It wasn't his job to be there and pick him up when he fell and scraped his knee—no matter how much that instinct that twitched in the back of his mind said.

Peter glanced up at him from behind his hand miserably. Heaving a sigh, he stood, his shoulders slumped as if he was disappointed. And, if Tony was honest with himself, he probably was. There was every reason for him to be disappointed. Life had dealt the kid the shittiest hand Tony had ever seen. Life and Karma literally owed the kid.

"Go...uh...Go get some rest on the couch kid. You probably need it." He sighed leaning forward to rest his own forearms on his legs. The more he seemed like a statue, the easier it was for him to keep his whits about him. No need to get off on some paternal tangent just because of some stupid hormone being released inside his head.

"Right," Peter nodded silently surging forward towards the door. It didn't open. "FRIDAY?" Peter questioned glancing to a corner of the room where he had always just assumed a sensor rested.

"I am sorry, Mr. Parker, I cannot allow you to leave at this moment." The synthetic voice buzzed over the intercom. "It seems that Spiderman is entering and needs to have a meeting with you."

All of the hairs on Peter's arms raised simultaneously. He glanced around before grabbing the red and blue suit and slipping it on. Tony jolted at the quick response to the code. Red lights began to flash inside the lab, followed by a separate synthetic voice calling out the alarm.

"Intruder. Alert." Each word was punctuated; each punctuation set off alarms inside Tony's chest as he glanced around for one of his marks.

"FRIDAY! Get me Mark 6." Tony glared around the room warily. There was no response from his AI. "Kid, don't do anything."

A loud beep began to resonate throughout the room, sending Peter to his knees with his hands over his ears. Too much. Tony frowned and jumped to his feet, only for the doors to be blown in by an explosion. The blast sent him flying back, and crashing into a pile of boxes that he wasn't even aware of.

"Shit," Tony growled rubbing his head. His ears rung violently in his own head, he could only imagine how Spiderman was feeling. "Spiderman!" He called struggling to get out of the confines of the box. "Don't do..." He grunted falling further into one of the boxes. "Don't do anything du-" Too late.

Spiderman sent one of the assailants flying over his head, and crashing through a window. If it had been Tony, he would have let the man fall, but Peter quickly webbed the man's chest, and tugged him back so he was dangling out the window. One down.

"Damnit," Tony cursed under his breath as he climbed out of the crates and cardboard. His wrist was sore, and probably either sprained or had a mild fracture. But he had to get FRIDAY back up, and to do that, he'd have to run straight through the middle of the onslaught. "Spiderman," Tony called watching the teenager dance about, giving no sign that his senses were dialed up at the moment.

"You shouldn't be worrying about him," A voice hissed beside Tony. Instinctively, Tony threw his elbow into the villain's gut—bad idea. Pain rippled up his arm, reaching its thin fingers into his shoulder and across his chest. Not good. Something sharp and pointy jabbed into his neck. A burn sizzled through his veins as whatever was inside the needle pulsed in time through his system. "Tsk, tsk." The voice hummed heavily. "I thought **The** Tony Stark would be harder to ta-ack!"

Tony was thrown back, his world spinning in time with the rolling motions of a clock hand. A clock hand? It ticked in time with seconds that hadn't seemed to pass, but passed all too quickly.

"Tony?" A hand found its way to his shoulder, gripping him softly. "Tony are you awake?" Bruce came into his swimming vision.

"Whaa?" Tony grunted, his word slurred with his swollen tongue. Cotton mouth was a problem he hadn't had since being utterly wasted at some frat party in his MIT years.

"Thank god," Bruce whispered pushing his bangs back from his head. "He's awake," He called over his shoulders. The increase in volume sent an ache pounding through his patients head, but as long as it was a good sign, Bruce would ignore it. "What do you remember Tony?"

"Spiderman," Tony slurred rubbing a hand over his face groggily. "He helped..."He groaned as something started to settle in his stomach—something not very nice feeling. Not nice by any means. The back of his throat began to salivate heavily, and it was like his tongue was swelling even more. "Sick," Tony floundered for purchase as he lurched forward, heaving whatever was inside his stomach.

"Easy, Tones," Bruce whispered softly, rubbing his hand in circles around Tony's back. He groaned heavily shoving his face further into the bucket that had been handed to him.

"How uh..." A second voice interrupted, and almost immediately settled Tony's stomach. Spiderman huddled into the corner of the room, his hands crossed self consciously as he huddled into himself. Leave it to the brat to make himself smaller than the rest of the crew. It was part of what made him so dangerous. "How is he?"

"He's good Spiderman," Bruce nodded to the mini-hero. "Probably just nauseated from the anesthesia, it's common." He smiled softly to the arachnid.

"Good," Spidey sighed softly sinking into a chair. "You oka-"

"No!" Tony growled jerking his head up, only to get dizzy. The room swayed and swam around him, but the sudden bubble of anxiety and worry over powered him. "No Spiderman. I am not okay, because...because you...You can't do that to me." Tony whispered slumping forward a hand came up to his head. "Jesus christ," He whispered brushing a hand through his hair. He didn't care if there was bile being spread through his locks at the same time. He was probably due for a shower anyway, but still.

"I...I'm sorry?" Spiderman whispered, the eyes of his mask widened in confused surprise. Hell, the kid didn't even know what he was apologizing for.

And for once, that was okay. Because as long as Spiderman apologized, he knew that Tony was mad. Mad was an emotion that Tony could work with. What he couldn't work with was the worry that had settled in his chest with the initial attack. He couldn't handle the thought of it being Spiderman in his shoes. What if they had been there for Spiderman? Tony wouldn't have been able to protect him. He would have had to watch as the group had swarmed the lab and did….did, jesus, Tony didn't even know. Spiderman had made sure they wouldn't get the chance to do anything more.

Groggily, Tony reached a hand out, grasping towards the teenager. Spiderman glanced up, awkwardly bouncing his leg, before making his way over to Tony. The billionaire reached out and tugged him close. His good arm wrapped around the boys waist as he rested his head on him shakily.

"Don't...Don't ever...I get it now..." Tony whispered allowing his eyes to slip shut.


	4. Chapter 4

**Chapter 4: Happy**

Happy Hogan absolutely loved his blissfully silent days spent locked up inside his home. It was nice to be able to curl up on his couch with a good book while Downtown Abbey played in the background. He loved being able to sip at his coffee, or tea, or munch on a roll while the noise of the city bled into the noises from the screen. It was oddly soothing, and all too much for a Thursday afternoon.

Something wasn't right.

Oh no.

For one, Peter Parker was never silent, and had never, since the day Tony had given the boy his number...Peter Parker had never not blown up Happy's phone with ridiculous text messages of his after school vigilante-ing.

With mild panic settling in his sternum, Happy stood from his comfortable position and made his way over to the small table that sat just by the entryway. Worried brown eyes glanced down at the two cell phones that sat in the insurmountable silence.

Just to make sure, the older man tapped softly on the screens twice, waiting for them to light up and alert him to a message that he had missed receiving. Nothing came up.

No alert from P. Parker. Nothing from The Kid.

There were plenty of messages from Tony though; but it wasn't exactly uncommon for Happy to ignore him on his days off. Still, he grabbed both of his phones with a huff, before settling back down in his comfort zone.

Slowly, he flipped through the messages, taking the time to read and reply to each and everyone of them. Mostly, Tony was spazzing about some kind of break through with Steve, or was complaining about Pepper dragging him to one thing or another. Nothing that Happy could have deemed important; or would have rushed to reply to at any other point during his day off.

Nothing was a red arrow screaming at him that the Kid was up to something; and that was even worst.

Heaving a sigh, Happy found Peter's number in his phone before giving pause. Should he bother the kid? What if he really was doing nothing, and being a normal kid for once?

Nope. That wasn't how Peter Parker worked. He felt like he had an obligation to the city of New York even though they've never done anything for him. It didn't really make sense to Happy; the need to protect and help everyone that needed it. Especially when they would turn on him in the blink of an eye. And they didn't even know that the cruel words and whines and shots were all aimed at a teenager who was still trying to figure out who he was.

It was only seconds before Tony's name had popped up on his caller ID. Sliding his finger over the green button, the man put the phone to his ear with a fond sigh.

"Yes, Tony?" Happy rolled his eyes as he leaned his head back onto the cushion of his couch.

"Has the kid been quiet all day?" Tony's voice was full of anxiety. He hadn't been released completely from the med bay after the hit. The kid had demanded that he stay by his side for as long as the adults would allow him—until Tony had kicked him out with the demand that he go to school and continue his normal life. All Tony wanted, was for the kid to take a break. The past year had been crazy; May's mugging, the attack on the high school, the attack on the tower. The kid had been there for all of them, and Tony felt it necessary that Spidey lay low for a while. But laying low, did **not** require the kid to be quiet.

"Yeah, I don't know if that's a good thing though." Happy sighed pinching the bridge of his nose. Even when the kid was quiet, there was still something going on. There would always be some type of stress and anxiety attached to his very name.

"Of course it isn't a good thing, Happy. It's Pete. When is the kid ever quiet, huh?" Tony grunted to himself. In the background was a loud clang. The man could just imagine the billionaire as his brows lowered into a deadpan, before he turned and yelled incomprehensibly at one of the robots in his lab. It brings a smile to the man's face, but it can't reach his eyes.

"Touche," Happy snorted a bit brushing a hand over his face. "I'll get dressed."

"Meet you downtown in five," Tony chirped groaning at another clash. Happy sighed heavily as he hung up on his boss and made his way towards the door of his apartment.

His hand reached out for the door knob, keys in his hand, when something grabbed his shoulder.

Every instinct in Happy's body screamed simultaneously: Danger. Someone had broken into his home, and managed to do so rather silently. Said person currently has their hand near his neck—a soft point, a dangerous point. If their fingers moved swiftly, they could wrap around his throat and strangle him. Not without a fight, of course. But Happy didn't know who had him, or if he would be able to take them on without completely losing and embarrassing himself.

"It's just me!" The voice bounced off the walls, easing into Happy's consciousness slowly. The bodyguard turned, eyes narrowing in annoyance at the young man standing before him. "Just me, Hap." Spiderman sighed heavily. His shoulders slumped forward, almost as if the world had been lifted. "You have to get out of here,"The kid keeps his voice low and raspy. It sounded as if he was trying to swallow air, but was swallowing too much in one gulp.

"What's going on, kid? What have you gotten into now?" Happy is like a brick—immovable in even the harshest of winds. His lips pursed against his lips, pulling over them in a reprimanding sneer. Peter stiffened before him, all nerves on end as his head jerked towards the window in Happy's kitchen. "What's going o-" Happy doesn't have a chance to blink. The kid is on top of him, shielding him from the flames that have thrown them both to the ground. The fire spreads quickly from his stove, engulfing his carpet before making its way up the walls, eating at the decorative wallpaper.

"Gas leak," Peter whispered groaning heavily. His muscles trembled under the strain of his own weight. "Gotta get everyone out," The teen grunted rolling off of the man below him. Happy grunted, coughing slightly as the smoke began to fill the apartment.

"I've got an extinguisher in here somewhere," Happy rubbed a hand over his face as the heat in the room began to soar well over what was comfortable. He hissed slightly as the flames began to seep just close enough to be uncomfortable. "How did you know kid?"

"Smell it a few blocks east...The closer I got the more my senses kinda...kinda went crazy?" Peter's voice still cracked and creaked with an unyielding sound of exhaustion. "Figured I'd stop by, and noticed it was your apartment building. Even thought about taking the stairs."

"Kinda glad you didn't," Happy frowned, coughing slightly at the smoke that was starting to invade the rest of his apartment. Upstairs, probably a few floors, another minuscule explosion went off. Another stove heating up the gas just enough to cause it to expand too fast. "We need to warn everyone, and get the building evacuated."

"Already ahead of you," Peter grunted rubbing a hand over his face. He struggled slightly to stand, but straightened himself. Happy Hogan took note, but pushed it to the back of his mind quickly. He'd talk to the kid about it after everyone was taken care of, and when he didn't have to worry about being burned to a cinder. The teenager rushed to the door, ushering Happy out, before glancing around. Probably making a plan in his head.

"You get the ones upstairs, I'll get everyone below me, since I've gotta take the stairs anyway." Happy grumbled unhappily. He knew, as soon as he moved into the building, the stairs were one day going to be the death of him. He just figured he'd still have a few years to go before that happened. But of course, the kid and life had other plans.

"Yepp, yepp." Peter nodded quickly watching Happy wearily before glancing towards the stairs and rolling his shoulders. "Right. Meet you outside then." Peter took off before Happy could even give him enough warning to be safe. Hell, the man hadn't even gotten a chance to open his mouth when the teenager took off.

Inside his apartment, Happy noted, his fire alarm hadn't gone off. The entire floor was still silent. He would have to bring that up with the building's owner. It was a safety hazard—obviously.

* * *

Outside, the smoke that escaped the upper floors of his apartment building was astounding. It was blinding the news helicopters as they raced around the building trying to get just the right picture. It was broadcast live, Happy had it playing on his phone. His ears perked at every gasp, and every small explosion, and every baited whisper of 'Spiderman'.

The kid had yet to make it out of the top of the building.

It was taking far too long, and it was making Happy increasingly uncomfortable. His fingers fidgeted at his side, scraping themselves together, and twisting among the fabric of his sweat pants. The anxiety that had built up in his stomach was only curling up faster, and foaming at his gut. The kid should have been out by now, but the last sighting had been five minutes ago. Not long by any means, but in the moment an entire eternity. He had never really seen the kid in total action. But when Spiderman swung out through a busted window, webs flying wildly as he seemed to struggle with a direction change, Happy got it.

A cheer escaped his throat as he cheered the vigilante on. A proudness that he hadn't been aware was building erupted from deep within his chest.

Then came the explosion.

Just to the east side of the tower, as Spiderman was swinging around it, probably double checking his work, the building rippled. Glass shards fell to the ground causing the by standers to scream and scatter so as not suffer injury. The web that Spidey had been swinging on snapped violently, sending the teenager sprawling and flailing through the air. He had gotten disoriented, much proven by the way he tried to shoot his web at a building while he was tumbling. He had missed the concrete of the building, but, as luck would have it, managed to attach himself to a fire escape.

As Parker Luck would have it—for the longest time Happy believed it was just a superstition—when the web snapped taut, it sent the hero into the red bricks. The resounding slap echoed down to the citizens, just before a scream was released. He was falling again, and couldn't seem to catch himself. Panic and bile, all at once, rose into Happy's chest.

He felt like he was going to throw up.

Spiderman was never this clumsy.

Hell, the kid had Karen on the inside of his suit telling him where to aim and even when to shoot.

"Iron Man!" One of the residents from the building cried out as their hero was caught by his arm.

Tony glanced down at the man, before turning his full attention to Spiderman. The kid was unbelievably still in his arms.

Happy's heart was almost as still as the teenager.

* * *

"Is he okay?" Happy whispered in the hall. Spiderman was asleep in the med bay, but Happy hadn't felt the need to leave the waiting room yet. May had been called, and had yet to arrive. Tony hadn't even demanded Happy go pick her up. And that hadn't settled the dread one bit.

"He's fine, just some smoke inhalation," Tony waved him off with a sigh. His own lips pursed into a thoughtful line. "He was having some sensory problems..."

"Sensory...Is that why we hadn't heard from him?"

"Yea," Tony sighed brushing a hand through his mussed hair. "Yea pretty much. But he was walking home when his senses went off. Said he couldn't figure it out until he realized where it was taking him."

"He saved a lot of people..." Happy whispered staring at the floor. Tony wasn't the only one in the building with a guilt complex. But Happy would be damned if he'd be as obvious about it as the genius.

"Good for him." Tony groaned collapsing into a chair beside him. "Glad someone is watching out for the little guys."

 **A/N: Sorry for the HTML issue. Apparently and my writing program have formatting differences and doesn't give the option for a preview until it's out! So I'm sorry about the previous chapters, but I think I fixed it!**


	5. Chapter 5

**Chapter 5**

Bucky sighed heavily as he wandered around New york. No matter where he turned his head, there was something new to take in. The Empire State Building was now more impressive than he had ever recalled—even covered in piles of snow, the building was lit up like a star. In the distance, Stark Tower, and beyond that even the Statue of Liberty.

His old skyline, the one he loved to stare at on sleepless nights when he snuck out meet Steve by the river, was gone. It was heart breaking, and world changing—literally. Bucky, loathe he to admit it, was having a hard time adjusting to being an Avenger, and a normal citizen of America. After so many years on the run with Hydra, from Hydra, and searching for Hydra, Bucky finally got to observe and relax.

And yet…

And yet Bucky couldn't seem to keep his mind to just New York. It would venture quickly out to Vietnam, where he had chased down a Hydra unit for two months. Or it would travel to Beijing where he and Steve had rushed off to after the Accords. Where they had been just before Tony called.

Thanos was coming.

That was the only thing Tony had said on the phone call, but it was all that needed to be said. So much had changed in that fight that Bucky wasn't even sure he could handle it. He had been up there only temporarily; dragged back to earth by ship after sustaining an injury. Something had happened up there. Everyone who had come back was different.

Almost everyone.

Peter still chattered everyone's ear off, and Bucky had never been so grateful to have the chatty teenager around. It kept the silence in his head at bay, and allowed him to be in the now. His mouth had proven to be useful even at the worst of times.

Like now.

Now, when Bucky was wondering what to get everyone for Christmas. Now, when Peter tapped his shoulder shivering under layers of jackets and scarves because 'Spider's don't handle the cold too well.' Bucky had found it oddly endearing that Peter had called his other half out on the inadequacy. He felt, that if maybe he could do that for himself, he'd be able to find some peace.

Unfortunately, Bucky was a lot more like Peter than he thought. His luck prevented him from finding the silence that he wanted; prevented his nerves from relaxing into a calm state indicative of his comfort.

"Kid," Bucky chuckled as Peter shivered beside him. The wind hadn't even blown, and he was shaking like a tree. "How do you even survive New York anymore?"

"That is a very good question," Peter mumbled grumpily hoisting the bags that he had gathered from their shopping further up his shoulder. "I'm starting to wonder if I could convince May to move to Miami. It's warm, there's probably less crime-"

"Nope." Bucky popped the 'p' as an amused smirk ghosted his lips. "Been there. Besides, wasn't there a guy there that had gotten high on something and ate some homeless guy?"

Peter's eyes bulged slightly as he glanced up at the Winter Soldier. It had been all over the news a few years ago. Peter would have been maybe nine?

Peter would have been nine.

The thought sent Bucky reeling momentarily. He often forgot just how young Peter was because of his capability. He had seen the teenager in action many a times, and never once had he paused to tell him to stop; to sit this one out because it was too dangerous. Then there was the whole...death thing.

Peter had died fighting Thanos. Tony had been pretty torn up about the whole thing when he first returned. He had refused to let Peter out of his sight for more than twenty-four hours; had nearly drowned the kid in text messages making sure he was okay because he had gotten a reading from Karen. Bucky had to listen to the ensuing argument, and Tony's ranting for day's after. And, if he were honest, he enjoyed it. He loved hearing about the kid from Tony's point of view because it reminded him so much of himself when Steve was just a kid.

It jogged his real memories.

Like the time Steve had snuck out of his house one day in the summer, to go play baseball with Bucky and the other guys. He had been adamant that he could play, and Bucky had been reluctant to let him join. But with enough whining, he had given in and allowed his best friend to play on his team. At least that way, if something happened, Bucky could take Steve's place on the field and they'd understand.

They hadn't expected the gust of wind that knocked up so much dust, that even Bucky had a hard time breathing through it. He had barely managed to make it to the semi protected dug-out before turning and realizing that Steve was still in the billowing cloud.

"Steve!" He had called, panic lacing his voice because he knew that there was no way Steve would be able to breath through the dust—especially with his asthma. He had pushed past the other boys, shoving them out of his way until he was back on the field. The grains of dirt stung his eyes as the wind started settle. "Steve!"

"Here," A wheezy voice called from somewhere to his right. "Over here, Buck!"

A hand on his arm, snapped him out of the memory. He glanced down into the concerned brown eyes of Peter and relaxed softly into the now.

"You okay?"

Bucky nodded softly, his eyes wondering the skyline one more time before he closed them and inhaled deeply. He needed to center himself. It was something Natasha had taught him when they were on the run. His senses had been so dialed up during the whole transgression, that he was going prematurely grey.

"Yea," He smiled softly. "Better. Thanks."

Peter nodded smiling turning back to the light. It was the slightest movement, but Bucky noticed it. The building next to them shook and trembled with the force that Bucky wasn't sure even originated from earth. The sky above, clouded over by the gray clouds that spelled out trouble, grew darker by the second. Another tremor shook the city, sending cars careening into one another in the drivers' over adjusting.

"Spiderman," Bucky glanced to his left, not at all surprised to see the teen had already dashed off towards the spiraling clouds. Heaving a sigh, Bucky pulled the phone out of his pocket and dialed the only number he had on Speed Dial.

"Buckaroo!" Tony snickered into the speaker on his end. "What's up? Is underoos with you?"

"He was," Bucky hummed as he glanced around for a safe place to store their belongings. The kid had little money, and he had already spent it all on whatever was inside the bags for Christmas gifts. He wasn't about to leave them on the road for someone to steal. "And then the city decided it was going to start falling apart." Bucky grunted shoving the bags into a small space between a fairly empty dumpster and a cluster of trash cans.

"Yea, FRIDAY says they're having small scale earth quakes. Any source? New York isn't one to crumble like this," Tony hummed through the phone. The speaker crackled in a moment of jostling on the other side. Bucky sighed tugging his hair up, so it would be out of his face for whatever was coming.

"I didn't think so either. But I'm pretty sure the kid is going to need back up. Meet us by the Macy's." The Winter Soldier sighed heavily glancing around, trying to see where the teenager had disappeared to. "Can you get the cam to open up on the arm? You can see what we're getting into."

"No need," Tony's voice was tense as something beeped in the background. Probably some kind of scan that would tell the genius exactly what was going on. Hell, Bucky wouldn't be surprised if Tony had sensors under every street in New York just so that he could keep up with his spider-kid. "It's originating from the subway. About two blocks to your east."

"On it." Bucky frowned racing down the sidewalk. His feet slapped the concrete, as he pushed his way through citizens trying to get away from the source of the tremors. "What's going on, To-" The phone flew from Bucky's hand as Spiderman was thrown into his chest. The teenager grunted sliding down to the ground just as Bucky caught him under the arms.

"You have to get out of here," Peter hissed jumping from the Winter Soldier as if he had been burned violently by him. "Bucky, you need to leave," The teenager glanced over his shoulder cautiously, all senses probably going haywire with the silence of the tunnel, the new tremors that were starting up, and the screaming from above ground.

"Fat chance, kid. Not until we figure out what's causing the tremors."

"Hydra." Peter shot a glare at the soldier. "There are soldiers in the tunnels working with some kind of radar that sets off electromagnetic pulses. It short circuited Karen, but the suit is on back up reserves. If they know you're here..."

Bucky's jaw tensed at the statement. How the hell had Hydra even gotten under New York? What about the subway lines? The trains had to run on schedules, so how had they managed to get the entire rail shut down?

"Hello, Winter Soldier." A voice resounded from within the tunnel. All of the hairs on Bucky's arm stood on end, causing goosebumps to explode over his skin. The voice was familiar and distant all at the same time. It felt, as if at the drop of hat, Bucky could be as lost to the voice as he was his memories. "It's been a long time since I've last seen you." A sneer curled the man's voice.

Spiderman leapt to his feet, webbed wrists poised for the threat. His shoulders were tense as his muscles prepared themselves to jump into action. Bucky kept an eye on the teenager, but his own muscles were wiring up.

"Hello…I can't say I remember you very much."

"That's alright. You don't have to," The cruel grin that formed over his lips was something that Bucky should have been prepared for. Yet, when it flashed across the man's face, something inside of him slipped into an abyss.

The blank face that began to cover Bucky's, only recently, expressive face sent Spiderman rushing forward. The smallest Avenger's fists flew, left, right, duck, upper cut. The man stumbled back, barely managing to dodge the swift attack.

"Winter Soldier...call off your pet." The man hissed aggressively. His arms came up to protect himself from his attacker.

Bucky didn't hear him. His ears had blocked off any sound coming from the tunnel; his vision began to dark at the sides. Spiderman turned, probably asking him something to do with the situation, but Bucky couldn't hear him. He didn't want to send the kid into a panic, but his own heart was thumping in his chest like a jack hammer. This wasn't right. The man hadn't said his activation word, and yet…

"Get. Out!" Spiderman hissed shoving Bucky back towards the stairs of the subway. Bucky grunted stumbling back, nearly surprised by the mild attack from his friend. The ground beneath his feet began to rumble. Spiderman's head jerked back towards the Hydra agent who had a mild look of panic on his feet.

Bucky didn't hear the scream the man let out as he ran further into the tunnel, his hand waving wildly. Just by his body language, he was telling whoever else was deeper in the tunnel to cut the cause off.

"Bucky..." Spiderman pushed himself to the front of the man's vision. Bucky blinked a solid five times before he was able to focus on the hero in front of him. "You have to get out of here. I'm going to go see if I can't stop that thing from going off. Go call Tony." Spiderman pushed the soldier gently, ushering him out from the subway and into the upper streets of New York.

Even with the fresh breath of air, Bucky's head still felt clouded with the possibility of being reactivated.

"Where's the kid?" Iron Man dropped down beside him. Tony's voice was mildly paniced when he glanced around and Spiderman was no where to be found.

"Tunnel," Bucky muttered watching the suit fly down quickly. His hands felt shaky, and like his blood sugar had dropped to zero.

The machine still went off.

A shudder ratcheted through the tunnel, dispersing its pressure up through the asphalt of New York. The trembling started all over again; more violent than the last set of tremors.

"Spiderman…Tony….Tony!" Bucky screamed as the tunnel collapsed.

* * *

The soldier didn't remember much past that. He had blacked out in his panic, and rushed towards the tunnel in hopes of saving his friends—at least that was what he had been told.

When he came too, Tony was in the medical center, and Spiderman hadn't been found just yet. His heart thudded in his chest, until Steve walked in with the kid limping beside him. Relief, it seemed, flooded everyone's system when they realized the boy was aright.


	6. Chapter 6

**Chapter 6: Flash Thompson**

Flash Thompson was absolutely, one hundred percent, not crying as he was shoved to the floor of his high school's gymnasium. Those definitely were not tears of fear that were leaking from his eyes, or soft whimpers escaping from his throat. The bruises from the butts of the guns that had been brought in were not sore, because Flash Thompson was positive that this was all a dream.

The morning, up until about ten o'clock, had been normal. He had woken up, stomach growling for the breakfast his mother would have left out for him on the table in her rush to get to the hospital. His father was already on the phone with a customer, doing his best to make them happy so he could get a bigger check out of them.

"I understand, Mr. Bathers...I really do. I just think..." His father sighed as he brushed his strong hands through his hair. The peppering that had graced the locks, flickered under the fluorescent lights of his kitchen. His hand rested over the speaker, effectively silencing him from his customer. "You need to hurry and get, kiddo. You're going to be late if you don't."

Flash waved off his father's admonishing worry. He would be fine, even if he took another ten minutes. But his father was a worry wort, which was what helped make him a good lawyer. He worried until he came to a good conclusion that would please his client, the judge, and the defendant they were going against.

The teenager recalled many a time, as a child, sitting in the court room and watching his father argue his case. While standing up, his chin was held high, and he came off as confident; almost bullheadedly so. But when he sat down, Flash was the only one to notice the way he wrung his hands under the table. Or how he would grab a paper towel, and rip it to shreds until it was nothing more than small powdery flakes that would drop to the floor of the court room.

Needless to say, Flash had never wanted, and had never had to deal with something as violent as what was happening right now. He was a normal civilian; didn't see the nitty gritty of the life that was anything below upper class. And he was perfectly okay with not knowing.

He was okay driving his new Maserati around New York, and rubbing it into Peter Parker's face every time he could.

"Hey Penis!" The teenager called out to the other whilst he was stopped at a red light. The brunette glanced up, and rolled his eyes, but that didn't mean Flash didn't notice the tension. Peter usually reacted; would usually groan and still wave because he was stupidly polite. May would have throttled him if she knew. But Flash had lost her phone number many years ago, before they had separated. "What's wrong? Couldn't Tony Stark spare five minutes to drive you to class?" The spoiled teen couldn't stop the bitter laugh that escaped his mouth at the pursing of Peter's lips, or the flush that filtered across his cheeks.

"Shut up, Flash!" Another voice called out. On the other side of the street, Ned was waving Peter over. Just next to the overweight friend, stood Michelle Jones—new captain of the decathlon team. Flash muttered under his breath, revving his engine. He would certainly be hearing about it later if the glare he was receiving from her was anything to go by.

Flash had mad respect for Michelle. Was she was nonchalant about life, as he had been about his money when his father first started to bring it in. She was a leader; one of the few to actually be feared and revered in high school. She was going places, and Flash would hop on that train and follow it as far as it would carry him.

"Need a ride, Michelle?" He called out humming politely. The girl stared, shrugged simply and climbed in—much to the squawking distaste that fell from Ned's mouth.

Arriving at school had gone just as smoothly as the ride—which was, in uniform, to say silent. Michelle had been absorbed in some blog on her phone, and couldn't find even the slightest time to say something to her team mate. Flash, of course, had spent the entire time talking about Iron Man and Spiderman and whatever new article was out about the two.

"See you after school. Practice until four. Don't forget the permission slip for next week, either." Michelle shot him a side glance as she climbed out of the car. She didn't even say goodbye.

Flash sighed dragging himself through the school's hallways. It was stupidly early, and few students had shown up so far. He knew he still had at least another fifteen minutes before Penis and Ned showed up. But until then, he was left with little to do other than his homework from the night before.

He was loathe to tell anyone, but he was having a hard time with his chemistry class. Everyone else seemed to make it so easy, but every time he glanced down at the formulas, the numbers and letters would merge together and dance around on the page. It hadn't been a recent development, Flash always had some kind of a problem with his letters turning topsy turvy, or backwards at the worst of times.

Dyslexia.

It had been written on his files from a doctor, and branded on him with the mentality that he would always struggle. He had never told anyone, and why would he? He didn't need a reason to be bullied; that was the opposite of what he was doing and who he was. He had to hurt everyone else before they hurt him.

Out of the corner of his eye, marched a new student. It wouldn't be so suspicious, but very few people walked around wearing all black—and not the grungy gothic kind.

She was a shorter girl, with long blonde hair that easily made its way past her waste. The pants that she wore seemed to cling to her skin, and Flash was certainly not complaining about it. But there was something off about the backpack that she carried. It was even stranger when she glanced over to see Peter and Ned rush through the door. Her shoulders tensed and a rather dark smirk covered her lips.

Nothing new.

Not everyone was on the Peter Parker is Great train. Perhaps, he could befriend her. Get someone else on his side, so that everyone could see that the kid was a liar who wanted nothing more than attention.

Something Flash knew nothing about, of course.

But then his friend had sauntered in and slotted themselves in front of him, starting up idle chatter. Flash forgot about the smile that had graced the girls feature, and only wrote her off as someone who could see as clear as he could.

He laughed when his friend spewed milk through his nose because he was laughing so hard. And he sneered appropriately when something was said about someone that he didn't like—an increasing list with every day really.

Basically, Flash continued like a normal student. And why wouldn't he? No one at Midtown High seemed to be unhinged. In fact, because it was a genius, child prodigy type school, everyone seemed to be rather down to earth. They thought before they acted, and even though they still made those dumb mistakes in which teenagers do, they really were a good lot of students. The worst detention that anyone had really gotten was because of pranks gone too far, or for being tardy. There were few fights, and mostly everyone got along.

Flash didn't like Peter Parker, but he never would have wished for the kid to bleed out while he fought a shooter hand to hand.

He heard the screams first. Students raced down the halls shrieking in terror as the guns were pulled out. A substitute teacher, the girl from breakfast. A few tiles fell down from above their heads as several armed men jumped down from there. How the hell they had managed to hide up there without falling through really confused Flash. He hated the thought of closed off spaces. It made his stomach bubble in ways that stung the back of his throat.

"Peter Parker!" A voice called over the intercom; it was deep and gurgling, as if the person speaking was choking on their own spit, or had swallowed their tongue. "Come out, come out wherever you are."

"Dude," Ned hissed from a few rows in front of him. The class all turned to watch Peter stand and square off his shoulders. "No!"

"Sit down, Mr. Parker!" The teacher snapped rushing to lock the door and pull down the blind. "Flip your desks students and get into the corner!" She turned on the brunette who had pursed his lips and was looking around. "That means you too, Peter."

"I can stop this," Peter spit glancing down at Ned. He reached into his backpack tugging out two small bracelets that Flash certainly didn't recognize. "Call Mr. Stark."

"He won't answer!" Ned panicked, his voice squeaked near the end.

"Leave a voice mail. Code word, Hydra." Peter clenched his jaw glancing back at his bag, debating on something. Flash didn't miss the look, something about the way Peter steeled himself terrifyingly familiar.

"Peter," Ned whined, flinching as the door was kicked in. Parker lifted the hood of his jacket, sliding it on over his head and tugging the sleeves down to cover his bracelet.

"Everyone stand up!" A rather burly man hissed. His biceps were definitely larger than Flash's head, and the way that he held the gun had everyone standing quickly so as not to piss him off. The girls were already crying, and even a few of the other boys had tears building in their eyes. None the less, they did as he demanded; standing and leaving the safety of their desks behind. "Leave all technology behind. Anyone found with a cell phone, or any communicative device will be shot. Single file." He turned to the teacher, glaring down at her with piercing blue eyes. "Take them to the gym."

She nodded silently, ushering her students out, cringing every time there was some gun fire. Peter fidgeted heavily with the bracelets inside of his hoodie. Flash wanted to point them out to the guy, maybe save Peter some pain. But he kept his mouth shut.

No body said anything as they marched towards the gymnasium. Someone in the background screamed as another gun was fired. The voice died out quickly, turning into a quiet gurgle. Someone, behind him, was having a panic attack. Their chest rattled with each breath, and Flash was positive that there were tears streaming down their cheek.

"Keep going," Peter whispered to Ned behind him. "Make sure everyone gets to the gym safely. When you're there, get everyone under the bleachers." There was silence, before Ned seemed to nod—Flash had deducted such, from the crinkle of Ned's wind breaker. "Good. It's going to be okay."

Just like that, Peter darted down the hallway. He was a lot faster than Flash had ever given him credit for, and a lot dumber too. The teacher squeaked reaching for him, before deciding it would be better to remain silent. No need to alert the gunmen to the loss of a single student.

"What is Penis doing?" Flash hissed as the guns were aimed at them.

"Get in there. On your stomach, face down. No talking!" Another man shouted. He stood by the door watching to make sure that everyone was following orders. Above the mass of students, stood several other gunmen, all aiming their guns from higher positions on the bleachers. Ned flinched, tears falling from his.

It all seemed to hit Flash at once. There was so much that was going on, that the panic which had settled in Flash's chest seemed to explode in a bomb. He collapsed and grasped his hair in his hands before he began to sob whole bodily. His shoulders shook with the violent tears, his face was red from the strain of the blood vessels.

"On your stomach!" A voice barked from behind him. The butt of a gun slammed just between his shoulders, sending the boy sprawling. The man raised it again, more than willing to bring it down in between his blades once more, but the weapon was jerked away.

"Hey! That's not nice!"

Flash glanced towards the new voice and paled at the site of Peter Parker climbing up the wall of the gymnasium, gun dangling from his left hand.

"Also dude, guns are so not allowed on school property!" The cockiness. The stickiness. The webs.

Flash had seen far too much that day. But it all seemed to click.

Spiderman. Peter fucking Parker, was Spiderman.

All guns turned and aimed themselves at the kid in the corner.

The glass from the window on the eastern side of the Gym exploded in a rain of glass.

Everyone was distracted, except for the blonde Flash had seen earlier.

There was a shot.

Peter fell from the ceiling.

A sickening crack.

Flash vomited up tears and bile and fear.

The world exploded in a rainbow of vibrant colors and explosions.

Flash didn't come too until he was home again, resting in his bed. He had been catatonic since the whole thing. Midtown High was shut down for two weeks, giving the students a chance to relax, and deal with what had happened. Peter Parker had been hailed a hero. Iron Man made a speech.

But all Flash could think of was Peter Parker as Spider man, and all of the times Flash had said anything remotely cruel to him, because Holy Shit, he could have kicked his ass.


End file.
